Huntington National Bank 2011 Annual Report Download - page 214

TRUST-PREFERRED SECURITIES
Huntington has certain wholly-owned trusts whose assets, liabilities, equity, income, and expenses are not
included within Huntington’s Consolidated Financial Statements. These trusts have been formed for the sole
purpose of issuing trust-preferred securities, from which the proceeds are then invested in Huntington junior
subordinated debentures, which are reflected in Huntington’s Consolidated Balance Sheet as subordinated notes.
The trust securities are the obligations of the trusts, and as such, are not consolidated within Huntington’s
Consolidated Financial Statements. A list of trust-preferred securities outstanding at December 31, 2011 follows:
(dollar amounts in thousands) Rate
Principal amount of
subordinated note/
debenture issued to trust(1)
Investment in
unconsolidated
subsidiary
Huntington Capital I ......................... 1.13(2) $111,816 $ 6,186
Huntington Capital II ........................ 1.17(3) 54,593 3,093
Huntington Capital III ....................... 6.69 114,101 10
BancFirst Ohio Trust Preferred ................ 8.54 23,192 619
Sky Financial Capital Trust I .................. 8.56 64,194 1,856
Sky Financial Capital Trust II ................. 3.34(4) 30,929 929
Sky Financial Capital Trust III ................. 1.77(5) 72,165 2,165
Sky Financial Capital Trust IV ................ 1.77(5) 77,320 2,320
Prospect Trust I ............................ 3.65(6) 6,186 186
Total ..................................... $554,496 $17,364
(1) Represents the principal amount of debentures issued to each trust, including unamortized original issue
discount.
(2) Variable effective rate at December 31, 2011, based on three month LIBOR + 0.70.
(3) Variable effective rate at December 31, 2011, based on three month LIBOR + 0.625.
(4) Variable effective rate at December 31, 2011, based on three month LIBOR + 2.95.
(5) Variable effective rate at December 31, 2011, based on three month LIBOR + 1.40.
(6) Variable effective rate at December 31, 2011, based on three month LIBOR + 3.25.
Each issue of the junior subordinated debentures has an interest rate equal to the corresponding trust
securities distribution rate. Huntington has the right to defer payment of interest on the debentures at any time, or
from time-to-time for a period not exceeding five years, provided that no extension period may extend beyond
the stated maturity of the related debentures. During any such extension period, distributions to the trust
securities will also be deferred and Huntington’s ability to pay dividends on its common stock will be restricted.
Periodic cash payments and payments upon liquidation or redemption with respect to trust securities are
guaranteed by Huntington to the extent of funds held by the trusts. The guarantee ranks subordinate and junior in
right of payment to all indebtedness of the Company to the same extent as the junior subordinated debt. The
guarantee does not place a limitation on the amount of additional indebtedness that may be incurred by
Huntington.
During the 2011 fourth quarter, Huntington issued $35.5 million par value Floating Rate Series B
Non-Cumulative Perpetual Preferred Stock in exchange for $35.5 million of (1) Huntington Capital I Floating
Rate Capital Securities, (2) Huntington Capital II Floating Rate Capital Securities, (3) Sky Financial Capital
Trust III Floating Rate Capital Securities and (4) Sky Financial Capital Trust IV Floating Rate Capital Securities.
Huntington will pay dividends on the Series B Preferred Stock at a floating rate equal to three-month LIBOR
plus a spread of 2.70%.
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